Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended July 31, 2026

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Registration No. 000-56729

NAPLOY CORP.

(Exact name of registrant as specified in its charter)

95 Lias Estate Kafe district Abuja,

FCT 900108 Nigeria

Telephone: +13072133163

Email: naploy.corp@tutanota.com

(Address and telephone number of principal executive offices)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐       No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ☐       No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒       No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒       No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐       No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐       No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 3,803,370 common shares issued and outstanding as of October 30, 2026.

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS.

DESCRIPTION OF BUSINESS

GENERAL

Naploy Corp. (referred as the “Company”, “we”, “our”) was incorporated in the State of Wyoming and established on April 6, 2023. The Company has no sufficient revenue and has incurred losses since inception. Our primary focus is on launching a news blog that provides the latest updates on health-related topics, including but not limited to medical breakthroughs, healthy lifestyle tips, and updates on healthcare policies. We have developed a full business plan.

Currently, we have no employees, only our officers and Directors - Mr. Frederick Sidney Reinhard Arnold and Mr. Rafael Angel Ulloa Bonilla. Our executive and business office is located at 95 Lias Estate Kafe district Abuja, FCT 900108 Nigeria, and our telephone number is +13072133163.

The COVID-19 pandemic has had a significant impact on the healthcare industry and has led to changes in the way healthcare services are delivered, including through mobile applications that offer online information help services for finding medical institutions. Here are some ways the pandemic has affected these types of apps:

Increased demand: The pandemic has increased the demand for healthcare services, and many people have turned to mobile apps to find information about medical institutions and services.

Safety concerns: Many people are hesitant to visit medical institutions in person due to safety concerns, and mobile apps that offer information about medical institutions and their safety protocols can help alleviate these concerns.

Our Naploy App is your go-to source for the latest health news and updates. Naploy App offers an article library- News Blog that deals with the most common health topics. Our health blog covers diverse health related concerns such as nutrition and diet, fitness, weight control, diseases, disease management, societal trends affecting health, analysis about health, business of health and health research. The app is available for both Android and iOS mobile operating systems and provides you with quick access to a vast healthcare and medical database. With the " Naploy App," you can stay informed about the latest health news anytime, anywhere. We are dedicated to bringing you high-quality health information and keeping you up-to-date on the latest developments in the world of healthcare.

One of our main App features is Symptom Diagnostic. Symptom Diagnostic is an advanced tool that uses high-grade AI technology to provide diagnoses. Currently, our AI technology is already working, but during the lifetime of the APP it should be refined and improved. To begin, you will have to enter your age and gender, after which you can select or type in your symptoms, intensity and duration. This step is then followed up by some more questions to determine which symptom is bothering you the most and if you are on meds and/or have had any conditions in the past. Thereafter, it will give you a list of possible conditions (about 5, starting with the most likely) which you can then click on and find more details about the disease.

Symptom Diagnostics are an innovative addition to digital health. This tool does not provide medical advice It is intended for informational purposes only. Nevertheless, these services should not be considered as definite diagnostic tools but rather as a guide to point the user towards possible conditions relating to their symptoms. Consulting an actual physician will help you have a more accurate diagnosis and subsequent treatment.

For Naploy App and Symptom Diagnostic feature do not require regulatory approval in the United States, Nigeria or elsewhere because they provide information rather than direct medical advice. For the health app, despite providing useful functionalities, users are strongly encouraged to seek professional medical advice, especially when experiencing severe symptoms. The app’s features are intended for informational purposes only and must not replace the guidance of a medical professional in cases of severe symptoms or critical health concerns.

Our “Naploy App” includes a convenient Clinic Search feature that allows clients to contact us and send a request for searching the clinics and proper medical services that suit their needs for a fee. Through this feature, clients can request information about the type of treatment they need, as well as leave their phone number and email. Our team will then contact the client to clarify all the necessary details about their diagnosis and treatment needs. Our expert managers will then provide information about the best medical institutions for the client, including details about the location, clinic licenses, doctors, we will monitor all the reviews and feedbacks and check all the doctors for their professional qualifications. Our clients can expect top-notch customer service, as our managers will communicate with them through phone, email, and messengers according to their preferences. We are dedicated to providing the professional services in searching the best medical institutions, making for the right medical care for our clients. We will make this process much easier and comfortable for clients from our professional website.

In addition, we also offer paid contextual advertising services for medical institutions on our Naploy app’s news blog:

–Banner ads

Our banner advertising will consist of static or animated images or media and would be placed in high-visibility areas. Banner advertising is attractive because it can help create medical institutions awareness and generate leads.

–Pop up

Another effective form of our advertising services. Unlike banner ads, the pop-up will appear in the center of the screen, drawing the attention of customers.

By utilizing our advertising services, medical institutions can increase their online presence and reach a wider audience. Our goal is to provide a comprehensive platform for both health news and healthcare advertising, and we believe that this additional feature will be a valuable asset for both our users and medical institutions.

We are offering our services to the clients in Nigeria and then we are going to spread our services in other African countries.

We have purchased the mobile application and website for iOS and Android platforms for total consideration of US $45,000.

Here are some of the technologies that we intend successfully to implement in our mobile application:

– Improvement of the AI technology

– Map View

– Reviews

– Booking Services

– Notifications

– Marketing Opportunities

– Body map symptom checker

– Personal health tracker

– Medicine reminder

– Language translation

Our “Naploy App” is regularly updated with articles written by healthcare professionals and industry experts, ensuring that our clients have access to high-quality and reliable health information. The content provided on our app is primarily sourced from reputable open channels, ensuring credibility and accuracy. In addition to open sources, we curate content from trusted platforms such as https://medicalxpress.com/. All news stories are hand-processed and curated by qualified editors on https://medicalxpress.com/, obviating the problems of feed or bot aggregation. This ensures that high-quality, targeted sci-tech news stories are published on website. It’s pertinent to highlight that we do not engage in content licensing agreements as we are utilizing the information from reliable open sources and ensure that our users receive high-quality, updated, and relevant health information through the Naploy app. We believe that our app will not only keep our clients informed but also empower them to take control of their health and make informed decisions about their wellbeing. All our features make our mobile application a comprehensive resource for clients seeking reliable and relevant health information. We intend continuously make improvements, maintenances and expand of our application as well as develop complementary products and services for our consumers. In addition, within two-three years after the success of the Nigerian market, we intend to popularize the application to other African countries, starting with neighboring Benin, Chad, Cameroon and Niger. Furthermore, potential target countries for expansion could encompass regions such as Kenya, South Africa, and Ethiopia. The company intends to evaluate the market readiness and demand within these countries and strategically expand its services to cater to these regions, ensuring the compatibility of the online health platform with the local healthcare landscapes and technological infrastructure.

OUR MOBILE APPLICATION AND THE PROCESS

Currently, we have a mobile application for Android and iOS platforms known as “Naploy App”.Links for the application:

https://naploy.com/app/download

https://apps.apple.com/us/app/naploy/id6451121811.
Also we have the web app:

https://naploy.com/

Our application is completely operational and ready for use, enabling customers to access and acquire our company’s services. However, we plan to further develop and expand the application’s functionality by integrating new and beneficial features and systems that will enhance the experience for our potential customers.

The Naploy app was officially launched on the Apple Store and Play Store on July 24, 2023. To date, we have more than 10 active users.

The main functionality features and opportunities of currently application with the app and website content are:

News Blog:

Symptom Diagnostic:

This feature is fully functional in our app and the website but users are strongly encouraged to seek professional medical advice, especially when experiencing severe symptoms. The app’s features are intended for informational purposes only and must not replace the guidance of a medical professional in cases of severe symptoms or critical health concerns.

Clinic Search:

To date our directors interact with our potential customers, but we don’t have any clients for our clinic search services yet. We are going to hire freelance managers once we have our first client and establish our initial client base. We intend to engage with these managers by formalizing freelance agreements.

Here are some of the technologies that we intend successfully to implement in our mobile application (during 1-18 months):

REVENUE

Advertising: The app can feature advertisements from medical institutions, pharmaceutical companies, or other related businesses. The fee for in-app ads can vary based on the size and placement of the ad.

We offer such paid contextual advertising services:

– Banner ads

Our banner advertising will consist of static or animated images or media and would be placed in high-visibility areas. Banner advertising is attractive because it can help create medical institutions awareness and generate leads.

– Pop up

Another effective form of our advertising services. Unlike banner ads, the pop-up will appear in the center of the screen, drawing the attention of customers.

Clinic Search: Clients will be charged a fee for using our Clinic Search feature to find the best medical institutions that suit their needs. The fee will vary depending on the complexity of the search and the level of support required from our team.

In future the additional source of revenue could be through other services:

Subscription Model: We will offer a subscription model for clients who need ongoing support from our team in finding medical institutions for their specific needs. The subscription fee will provide access to our team’s expertise and support.

Referral fees: The app can earn referral fees from medical institutions for each new patient that the app directs to them. This could include fees for booking appointments or fees for any services provided by the medical institution. The prices for referral fees can vary depending on the type of service provided and the level of commission offered.

As of the current date, Naploy Corp. does not have any material contracts or letters of intent with medical institutions for referral arrangements. The revenue model relies on potential future collaborations with medical institutions, and we will ensure that any such agreements comply with regulatory requirements.

It’s important to note that, at present, there are no regulatory implications to address as we have not yet engaged in formal agreements with medical institutions for referral fees. Any future collaborations will be approached with careful consideration of regulatory compliance to ensure transparency and adherence to applicable standards.

Data analytics: The app can collect and analyze user data to provide insights to healthcare providers and researchers. This could include anonymized data on user demographics, medical conditions, and treatment outcomes. The app can charge fees to healthcare providers and researchers for access to this data. The prices for data analytics can vary depending on the level of access and the type of data provided.

Advertising: $0.50-$1.00 per click or monthly advertising $150-$1,000.

Clinic Search: Starting at $50-$500 per search, prices will vary based on the complexity of the search and level of support required.

Subscription Model: Starting from $70 per month, prices will vary based on the level of support required.

Referral fees: 5%-15% of the total cost of service.

Data analytics: $200-$2,000 per report, depending on the level of detail and analysis provided.

The “Prices for Services” and “Prices for Services in the future” are based on estimated ranges derived from market research, industry benchmarks, and an assessment of the value provided by our services. These figures are not static and may be subject to change based on various factors, including market conditions, service enhancements, and feedback from clients.

COMPETITION

The health app market is highly competitive, with many established players and new entrants vying for a share of the market. Some of the major competitors in the field of health apps include Zocdoc, Healthgrades, and WebMD.

In addition to these major players, there are many other health apps on the market that offer a variety of features. As the demand for health-related apps continues to grow, the competition in this space is likely to remain fierce.

Through our marketing strategy and continuous development of new features, we believe that our mobile app can succeed in the health market.

MARKETING

Marketing and sales strategy are crucial components for the success of any business, including mobile applications. In order to ensure the success of our online health platform, we plan to implement a multi-faceted marketing and sales strategy.

– Digital Marketing:

We will use various digital marketing techniques to reach our target audience, including search engine optimization (SEO), pay-per-click (PPC) advertising, social media marketing, and email marketing. We will use relevant keywords and phrases to optimize our app’s visibility on search engines and social media platforms. We will also use targeted email marketing campaigns to promote our app to potential users.

– Content Marketing:

We will develop a content marketing strategy that focuses on creating valuable and informative content related to healthcare, medical institutions, and related topics. This content will be published on our website and social media platforms, and shared with relevant online communities and groups.

– Influencer Marketing:

We will work with healthcare influencers and bloggers to promote our app and reach a wider audience. We will collaborate with influencers to develop content related to our app and its features and encourage them to share their experiences with our app with their followers.

– Partnering with Medical Institutions:

We will partner in future with medical institutions such as hospitals, clinics, and healthcare centers to promote our app to their patients.

– To invite new clients via word-of-mouth referrals.

– To place outdoor display advertisements in public transportation terminals and residential complexes in selected cities.

We are going to spend some part of proceeds on the development of our website and mobile application and extension of functionality in order to attract more potential customers and to make our services more desirable.

EMPLOYEES

We are a development stage company and currently have no employees, other than our officers, Mr. Arnold and Mr. Ulloa Bonilla.

OFFICES

Our corporate headquarters is located at 95 Lias Estate Kafe district Abuja, FCT 900108 Nigeria and our phone number is +13072133163. Further, this space has been provided by our executives Mr. Frederick Sidney Reinhard Arnold and Mr. Rafael Angel Ulloa Bonilla free of cost. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company. Further, this space has been provided by our executives Mr. Frederick Sidney Reinhard Arnold and Mr. Rafael Angel Ulloa Bonilla for free.

PATENTS AND TRADEMARK

Currently, we do not own, either legally or beneficially, any patents or trademarks.

GOVERNMENT REGULATION

We will be the subject to applicable laws and regulations that relate directly or indirectly to our operations including United States and Nigeria securities laws. These laws, regulations, and standards govern issues such as worker classification, labor and employment, anti-discrimination, payments, worker confidentiality obligations, product liability, environmental protection, personal injury, text messaging, subscription services, intellectual property, consumer protection and warnings, marketing, taxation, privacy, data security, competition, unionizing and collective action, arbitration agreements and class action waiver provisions, terms of service, mobile application and website accessibility, money transmittal, and background checks. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our services in Nigeria and to operation of any facility in any jurisdiction which we would conduct activities.

The healthcare industry in USA are regulated at both the state and federal levels. Our ability to operate profitably will depend in part upon our ability to maintain all necessary licenses if required and to operate in compliance with applicable laws and rules. Those laws and rules continue to evolve. As the applicable laws and rules change, we are likely to make conforming modifications in our business processes from time to time.

Operating in Nigeria involves navigating a distinct regulatory landscape. The National Health Act, Companies and Allied Matters Act (CAMA), and the Nigerian Data Protection Regulation (NDPR) are pivotal legal frameworks shaping our healthcare and technology-related services. Ensuring compliance with these laws underscores our commitment to local regulations, covering areas such as healthcare service delivery, corporate governance, and data protection.

Currently we are in compliance with applicable regulations in Nigeria, including the Nigerian Data Protection Regulation. We believe that government regulation will have no material impact on the way we conduct our business.

Item 1A. Risk Factors.

Not applicable for smaller reporting companies.

Item 1B. Unresolved Staff Comments.

Not applicable for smaller reporting companies.

Item 1C. Cybersecurity.

 Risk

ITEM 2. PROPERTIES.

We do not own any real estate or other properties.

ITEM 3. LEGAL PROCEEDINGS.

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

As of July 31, 2026, no shares of our common stock are traded.

Transfer Agent

Our transfer agent is VStock Transfer LLC.

Number of Holders

As of July 31, 2026, the 3,803,370 issued and outstanding shares of common stock were held by a total of 52 shareholder of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal years ended July 31, 2026 and 2025. 

Recent Sales of Unregistered Securities

None.

Purchase of our Equity Securities by Officers and Directors

None.

Other Stockholder Matters

None.

ITEM 6. [Reserved]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We are a development stage corporation with limited operations and no sufficient revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing program. There is no assurance we will ever generate revenue even if we raised all necessary funds.

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so. If we are unable to successfully find enough customers, we may quickly use up the proceeds from this offering and will need to find alternative sources. In case we need additional financing, our Mr. Ulloa Bonilla agreed to loan us funds to implement our business plan.

RESULTS OF OPERATIONS

During the years ended July 31, 2026 and 2025, we generated $18,097 and $7,950 of revenue, respectively. Revenue increased by $10,147, or 127.6%, for the fiscal year ended July 31, 2026 compared to the fiscal year ended July 31, 2025. This increase in revenue was due to start of sales of our services in October 2024.

Total operating expenses for the years ended July 31, 2026 and 2025, were $49,773 and $28,664, respectively, which were comprised of amortization expense ($9,000 - July 31, 2026 and $9,000 - July 31, 2025); general and administrative fees of the Company ($21,064 – July 31, 2026 and $88 - July 31, 2025); and professional fees ($19,709 - July 31, 2026 and $19,576 - July 31, 2025). Operating expenses increased by $21,108, or 73.6%, for the fiscal year ended July 31, 2026 compared to the fiscal year ended July 31, 2025. This increase during the period was primarily due to higher general and administrative expenses, driven primarily by an increase in consulting fees.

As a result of the above, the Company recorded a net loss of $31,676 and $20,714 for the years ended July 31, 2026 and 2025, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2026, we had total assets were $57,853, comprised of $40,228 in current assets and $17,625 in intangible assets. As of July 31, 2026, our current liabilities were $100,657 and stockholders’ deficit was $42,804.

As of July 31, 2025, we had total assets were $59,342, comprised of $32,717 in current assets and $26,625 in intangible assets. As of July 31, 2025, our current liabilities were $70,470 and Stockholders’ equity was $11,128.

Our sources and uses of cash for the years ended July 31, 2026 and 2025 were as follows:

CASH FLOWS FROM OPERATING ACTIVITIES

We used net cash of $13,651 in operating activities for the year ended July 31, 2026, as a result of our net loss of $31,676 adjusted for non-cash amortization in the amount of $9,000, increase in accounts payable of $121 and increase in deferred revenue of $8,904.

In comparison, we used net cash of $17,001 in operating activities for the year ended July 31, 2025, as a result of our net loss of $21,165 adjusted for non-cash amortization in the amount of $9,000, increase in prepaid expenses of $20,000, increase in accounts payable of $99 and increase in deferred revenue of $10,450.

CASH FLOWS FROM INVESTING ACTIVITIES

We had no cash provided by (used in) investing activities for the years ended July 31, 2026 and 2025.

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities was $21,162 for the year ended July 31, 2026, comprised of amounts due to related-party.

By comparison, net cash provided by financing activities was $1,537 for the year ended July 31, 2025, comprised of amounts due to related-party of $162 and proceeds from sale of common stock of $1,375.

Critical Accounting Policies and Significant Judgments and Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Limited Operating History and Need for Additional Capital

Our company was incorporated on April 6, 2023; we have not yet realized sufficient revenues. We have limited operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial start-up of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of our shares.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

NAPLOY CORP.

JULY 31, 2026

Report of the Independent Registered Public Accounting Firm

To the shareholders and the board of directors of

Naploy Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Naploy Corp. as of July 31, 2026, and 2025 and the related statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended July 31, 2026 and 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2026, and 2025 and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2026, and 2025 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company incurred a net loss of $31,676 and an accumulated deficit of $79,071. The continuation of the Company as a going concern is dependent upon continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company’s obligations as they become due.

These factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Going Concern Uncertainty – See also Going Concern Uncertainty explanatory paragraph above:

As described in Note 2 to the financial statements, the Company has operating losses. Furthermore, the company have generated limited revenue since the inception of business. The ability of the Company to continue as a going concern is dependent upon generating profitable business operation and obtaining additional working capital funding from the Management. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The procedures performed to address the matter included.

/S/ Boladale Lawal

Boladale Lawal & CO (PCAOB ID 6993)

We have served as the Company’s auditor since 2024

Lagos, Nigeria

October 29, 2026

NAPLOY CORP.

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

NAPLOY CORP.

STATEMENTS OF OPERATIONS

Years ended July 31, 2026 and 2025

The accompanying notes are an integral part of these financial statements.

NAPLOY CORP.

STATEMENTS OF STOCKHOLDERS’ EQUITY

Years ended July 31, 2026 and 2025

The accompanying notes are an integral part of these financial statements.

NAPLOY CORP.

STATEMENTS OF CASH FLOWS

Years ended July 31, 2026 and 2025

The accompanying notes are an integral part of these financial statements.

NAPLOY CORP.

NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED JULY 31, 2026 AND 2025

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On May 10, 2024, BFBorgers CPA PC resigned as the independent accounting firm of Naploy Corp. and On May 13, 2024, the Audit Committee and the Board of Directors of the Company appointed Boladale Lawal & Co. as its new independent registered public accounting firm to audit and review the Company’s financial statements.

There was no disagreement on accounting treatment and disclosures.

ITEM 9A. CONTROLS AND PROCEDURES.

Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer at the time, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of July 31, 2026, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of July 31, 2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2026, based on criteria established in Internal Control- Integrated Framework issued by COSO in 2013.

System of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 
On July 31, 2026, under the supervision and with the participation of our management at the time, an evaluation was conducted of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the annual period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

During the year ended July 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

Our executive officers and directors, their names, age, and positions as of the date of this prospectus are as follows:

Frederick Sidney Reinhard Arnold and Rafael Angel Ulloa Bonilla have been holding the above stated positions since the inception of the Company and the appointment on May 22, 2023, respectively. They are expected to hold them until the next annual meeting of our stockholders. Thereby, Mr. Frederick Sidney Reinhard Arnold and Mr. Rafael Angel Ulloa Bonilla are currently the Officers/Directors and control persons of Naploy Corp.

BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS

Frederick Sidney Reinhard Arnold, Age 40

Mr. Frederick Sidney Reinhard Arnold has served as the Company’s President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on April 6, 2023.

Frederick Sidney Reinhard Arnold, age 37, is entrepreneur and investor. He has been self-employed for the past 5 years, managing several successful businesses in various industries, including technology sector. He is known for his innovative thinking, strategic planning, and exceptional leadership skills. Mr. Arnold has experience of supervising startup projects, participating in business planning courses, and demonstrating a strong commitment to excellence. From 2016 to 2017, Mr. Arnold supervised at the startup company Konlinora Ltd. His approach involved not only imparting knowledge in the field of business management, but also identifying and engaging trainers to further enhance the skill set of aspiring specialists. Mr. Arnold oversaw day-to-day operations, ensuring smooth functioning and coordination within the startup. He also monitored and evaluated the effectiveness of training programs, making adjustments as necessary for optimal results. Also, Mr. Arnold has been involved in business of Suprify Ltd., a startup technological company, from 2019 to 2023. He was a freelance employee and did not work on a daily basis, but he significantly improved the company’s performance as a freelance manager and organizer of trainings for employees. He coordinated staff training and acted as a speaker at trainings for improving the technological aspects of effective task distribution in the team. His entrepreneurial journey reflects a deep understanding of business dynamics, having effectively navigated the intricacies of launching and growing new ventures. With his drive and determination, he has propelled the businesses to great success, and he is now ready to bring his expertise to the Company as its President, Chief Executive Officer, Secretary, Treasurer, and Director.

Rafael Angel Ulloa Bonilla, Age 76

Mr. Rafael Angel Ulloa Bonilla has served as the Company’s Director since his appointment on May 22, 2023.

Rafael Angel Ulloa Bonilla, age 73, has a degree in accounting and finance, attended pre-medical school and has medical degree, showcasing a unique blend of financial acumen and medical insight. He has been working in administrative department of Consultorio del Dr. Edwin Chan hospital for ten years until the 2000s and played a crucial role in coordinating day-to-day activities, optimizing workflow, and ensuring efficiency. For the past 5 years has worked independently, engaging in traditional medical advice and providing his services in his private office called "Acupuncture & herbal medicine cabinet". Committed to holistic well-being, he has attended various medical trainings to enhance his knowledge and offer valuable insights to those seeking alternative healthcare solutions. In addition, he was a part of a group collecting the information for a book on various treatments, from traditional to modern medicine. His reputation is built on his wide experience, ability to think creatively, devise strategic plans, and exhibit outstanding leadership qualities. Through his unwavering dedication and perseverance, he has steered these enterprises towards remarkable achievements. Now, he aims to utilize his extensive expertise as the Director of the Company.

There are no any parent, subsidiary or other affiliates of the Company especially in which any of the directors could have previous occupation.

All the prior track records of the directors’ experience is not indicative of future success and investors should not rely on previous performance.

To our knowledge, during the last ten years, none of our directors and executive officers has:

BOARD AND COMMITTEE MATTERS

The Company does not have a standing nominating committee, compensation committee or audit committee. Instead, the entire Board of Directors shares the responsibility of identifying potential director-nominees to serve on the Board of Directors and performing the functions of an audit committee. The Board believes the engagement of directors in these functions is important at this time in the Company’s development in light of the Company’s recent activities.

ITEM 11. EXECUTIVE COMPENSATION.

MANAGEMENT COMPENSATION

Since inception, we have not paid any compensation to our officers or directors. The tables below summarize all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the years ended July 31, 2026, and July 31, 2025.

Summary Compensation Table

Narrative Disclosure to Summary Compensation Table

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

Employment Agreements

As of the date of the filing of this Form 10-K, we have no written employment agreements with our officers and directors. We have no plans or packages providing for compensation of officers after resignation or retirement.

Compensation Discussion and Analysis

Director Compensation

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information relating to the beneficial ownership of our common stock as of July 31, 2026, by:

A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2026. As of July 31, 2026, there were 3,803,370 shares of our common stock issued and outstanding.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

As of April 7, 2023, we have issued 2,000,000 shares of company common stock valued at 0.0001 per share to Frederick Sidney Reinhard Arnold in the capacity of Director of the Company in consideration of $200 to pay company expenses and keep on top of the business development.

As of July 31, 2026, the amount due to the Company’s Director, Mr. Rafael Angel Ulloa Bonilla, was $81,083, which consists of $60,083 of operating expenses the director paid on behalf of the Company for the period from April 6, 2023 (inception) through July 31, 2026, and $21,000 the services provided by the Director to the Company for the year ended July 31, 2026.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of the fees billed to us by our independent auditors (Boladale Lawal & Co) and our former independent auditors (BFBorgers CPA PC) for professional services rendered related to the fiscal years ended July 31, 2026, and July 31, 2025:

Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services in connection with registration statement filings and statutory and regulatory filings or engagements.

Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning.

All Other Fees. Consists of fees for products and services other than the services reported above.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are included as part of this report by reference:

ITEM 16. FORM 10-K SUMMARY.

As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATTACHMENTS / EXHIBITS

INSIDER TRADING POLICY

CERTIFICATION

CERTIFICATION

XBRL SCHEMA FILE

XBRL CALCULATION FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

IDEA: R1.htm

IDEA: R2.htm

IDEA: R3.htm

IDEA: R4.htm

IDEA: R5.htm

IDEA: R6.htm

IDEA: R7.htm

IDEA: R8.htm

IDEA: R9.htm

IDEA: R10.htm

IDEA: R11.htm

IDEA: R12.htm

IDEA: R13.htm

IDEA: R14.htm

IDEA: R15.htm

IDEA: R16.htm

IDEA: R17.htm

IDEA: R18.htm

IDEA: R19.htm

IDEA: R20.htm

IDEA: R21.htm

IDEA: R22.htm

IDEA: R23.htm

IDEA: R24.htm

IDEA: R25.htm

IDEA: R26.htm

IDEA: R27.htm

IDEA: R28.htm

IDEA: R29.htm

IDEA: R30.htm

IDEA: R31.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: naploy_i10k-073126_htm.xml